Today, U.S. Data Mining Group, Inc. d/b/a US Bitcoin Corp
(USBTC) is thrilled to announce that its stockholders have
overwhelmingly voted in favor of the proposed business combination
(the "Transaction") with Hut 8 Mining Corp. (“Hut 8”) (Nasdaq: HUT)
(TSX: HUT), one of North America’s largest and innovative digital
asset mining pioneers. This decision follows the recent approval by
Hut 8's shareholders as announced on Sept. 13, 2023.
"I'm incredibly proud of what we've accomplished at US Bitcoin
Corp. and equally excited about our future with Hut 8," says Asher
Genoot, President of US Bitcoin Corp. "Our shareholders have seen
the immense value and potential in this merger of equals, and their
overwhelming support is testament to this. We are eager to build
upon our shared vision for economical mining, highly diversified
revenue streams, and industry-leading environmental, social, and
governance (ESG) practices."
The Transaction is expected to close by November 30, 2023,
subject to customary closing conditions. Upon the closing of the
Transaction, the common stock of the combined company, Hut 8 Corp.
(“New Hut”), is expected to be listed on Nasdaq and the Toronto
Stock Exchange under the proposed ticker symbol “HUT”.
The Transaction will further allow the newly formed entity to
expand its focus on high performance computing, hosting, and
managed infrastructure operations, including the maintenance and
management of third-party mining sites using purpose-built
software.
"Today's vote marks a significant step towards realizing our
shared ambition of creating a sustainable, diversified, and
globally recognized digital asset mining leader," Genoot added. "We
are committed to delivering superior value for our shareholders,
customers, and the broader digital asset community."
The final steps to complete the Transaction are currently
underway, marking the start of a new chapter for both entities.
About US Bitcoin Corp
Founded by a team of visionary entrepreneurs and experienced
executives, USBTC is an efficient, eco-friendly, and large-scale
North American mining company. With campuses in New York, Nebraska,
and Texas, USBTC seeks to set the standard for what is possible in
its industry.
To learn more, visit https://usbitcoin.com/ or contact Matt
Prusak at info@usbitcoin.com.
Cautionary note regarding Forward–Looking Information
This press release includes “forward-looking information” and
“forward-looking statements” within the meaning of Canadian
securities laws and United States securities laws, respectively
(collectively, “forward looking information”). All information,
other than statements of historical facts, included in this press
release that address activities, events or developments that USBTC
or Hut 8 expects or anticipates will or may occur in the future,
including such things as future business strategy, competitive
strengths, goals, expansion and growth of each company’s
businesses, operations, plans and other such matters is
forward-looking information. Forward looking information is often
identified by the words “may”, “would”, “could”, “should”, “will”,
“intend”, “plan”, “anticipate”, “allow”, “believe”, “estimate”,
“expect”, “predict”, “can”, “might”, “potential”, “predict”, “is
designed to”, “likely” or similar expressions. In addition, any
statements in this press release that refer to expectations,
projections or other characterizations of future events or
circumstances contain forward-looking information and include,
among others, statements with respect to: (i) the expected outcomes
of the Transaction, including New Hut’s assets and financial
position; (ii) the ability of Hut 8 and USBTC to complete the
Transaction on the terms described herein, or at all, including,
receipt of required regulatory approvals, shareholder approvals,
court approvals, stock exchange approvals and satisfaction of other
closing customary conditions; (iii) expectations related to the
Celsius transaction, including the closing thereof and any required
legal approvals and the expected impact on USBTC’s business and
miners and hashrate under management, (iv) the expected synergies
related to the Transaction in respect of strategy, operations and
other matters; (v) projections related to expansion; (vi)
expectations related to New Hut’s hashrate and self-mining
capacity; (vii) acceleration of ESG efforts and commitments; and
(viii) the ability of New Hut to execute on future opportunities,
among others.
Statements containing forward-looking information are not
historical facts, but instead represent management’s expectations,
estimates and projections regarding future events based on certain
material factors and assumptions at the time the statement was
made. While considered reasonable by USBTC and Hut 8 as of the date
of this press release, such statements are subject to known and
unknown risks, uncertainties, assumptions and other factors that
may cause the actual results, level of activity, performance or
achievements to be materially different from those expressed or
implied by such forward-looking information, including but not
limited to: the ability to obtain requisite shareholder approvals
and the satisfaction of other conditions to the consummation of the
Transaction on the proposed terms or at all; the ability to obtain
necessary stock exchange, regulatory, governmental or other
approvals in the time assumed or at all; the anticipated timeline
for the completion of the Transaction; the ability to realize the
anticipated benefits of the Transaction or implementing the
business plan for New Hut, including as a result of a delay in
completing the Transaction or difficulty in integrating the
businesses of the companies involved (including the retention of
key employees); the ability to realize synergies and cost savings
at the times, and to the extent, anticipated; the potential impact
on mining activities; the potential impact of the announcement or
consummation of the Transaction on relationships, including with
regulatory bodies, employees, suppliers, customers, competitors and
other key stakeholders; security and cybersecurity threats and
hacks; malicious actors or botnet obtaining control of processing
power on the Bitcoin network; further development and acceptance of
the Bitcoin network; changes to Bitcoin mining difficulty; loss or
destruction of private keys; increases in fees for recording
transactions in the Blockchain; internet and power disruptions;
geopolitical events; uncertainty in the development of
cryptographic and algorithmic protocols; uncertainty about the
acceptance or widespread use of digital assets; failure to
anticipate technology innovations; climate change; currency risk;
lending risk and recovery of potential losses; litigation risk;
business integration risk; changes in market demand; changes in
network and infrastructure; system interruption; changes in leasing
arrangements; failure to achieve intended benefits of power
purchase agreements; potential for interrupted delivery, or
suspension of the delivery, of energy to New Hut’s mining sites;
failure of the Celsius transaction to receive the necessary legal
approvals or failure of the Celsius transaction to otherwise close;
and failure to achieve the intended benefits of the Celsius
transaction and expected impact on USBTC’s business and miners and
hashrate under management.
These risks are not intended to represent a complete list of the
factors that could affect USBTC, Hut 8 or New Hut; however, these
factors should be considered carefully. There can be no assurance
that such estimates and assumptions will prove to be correct.
Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking statements prove
incorrect, actual results may vary materially from those described
in this press release as intended, planned, anticipated, believed,
sought, proposed, estimated, forecasted, expected, projected or
targeted and such forward-looking statements included in this press
release should not be unduly relied upon. The impact of any one
assumption, risk, uncertainty, or other factor on a particular
forward-looking statement cannot be determined with certainty
because they are interdependent and New Hut’s future decisions and
actions will depend on management’s assessment of all information
at the relevant time. The forward-looking statements contained in
this press release are made as of the date of this press release,
and USBTC expressly disclaims any obligation to update or alter
statements containing any forward-looking information, or the
factors or assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by law.
Except where otherwise indicated herein, the information provided
herein is based on matters as they exist as of the date of
preparation and not as of any future date, and will not be updated
or otherwise revised to reflect information that subsequently
becomes available, or circumstances existing or changes occurring
after the date of preparation.
Additional information about the Transaction and where to
find it
In connection with the Transaction, that, if completed, would
result in New Hut becoming a new public company, New Hut has filed
a registration statement on Form S-4 (the “Form S-4”) with the U.S.
Securities and Exchange Commission (the “SEC”). USBTC and Hut 8
urge investors, shareholders, and other interested persons to read
the Form S-4, including any amendments thereto, the Hut 8 meeting
circular, as well as other documents filed or to be filed with the
SEC and documents to be filed with Canadian securities regulatory
authorities in connection with the Transaction, as these materials
do and will contain important information about USBTC, Hut 8, New
Hut and the Transaction. New Hut also has, and will, file other
documents regarding the Transaction with the SEC. This press
release is not a substitute for the Form S-4 or any other documents
that may be sent to Hut 8’s shareholders or USBTC’s stockholders in
connection with the Transaction. Investors and security holders are
or will be able to obtain free copies of the Form S-4 and all other
relevant documents filed or that will be filed with the SEC by New
Hut through the website maintained by the SEC at www.sec.gov or by
contacting the investor relations department of Hut 8 at
info@hut8.io and of USBTC at info@usbitcoin.com.
No Offer or Solicitation
This press release is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (the “Securities Act”) or in a transaction
exempt from the registration requirements of the Securities
Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20231121239500/en/
Matt Prusak info@usbitcoin.com
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